All work undertaken is done so strictly in accordance with our Terms and Conditions, a copy of which is below. Additional copies are also available on request
The following are the “Terms and Conditions” which govern the delivery of the services and consulting provided by Sidekick Web Studio, LLC. (“Sidekick”).
Please read these Terms and Conditions ("Terms", "Terms and Conditions") carefully. Your use of Sidekick Services (“Services”, “Service”) is conditioned on your acceptance of and compliance with these Terms. By using the Service you agree to be bound by these Terms. We reserve the right, at our sole discretion, to modify or replace these Terms at any time. Contact Sidekick if you have any questions about these Terms.
1.) Scope: These Terms and Conditions will apply to any mutually agreed upon services or products that will be provided by Sidekick to the Client. The services and products may be defined in a quote, statement of work, invoice, email, order form or other similar document.
a. Service and product fees will be invoiced monthly and Due Net 15, unless otherwise specified. Deposits, if applicable, are non-refundable. Any recurring fees require authorization of automatic payment by ACH.
b. Sidekick reserves the right to cancel any and all services and products should any single invoice become overdue by more than 30 days. Client understands that cancellation due to late payment will occur with no prior notice and may cause business disruption and Sidekick will, in no way, be held liable for consequences of such disruption.
c. All Fees are exclusive of any and all applicable taxes, shipping, and handling. Client shall be responsible for any and all taxes associated with the Services and Products, other than Sidekick’s income taxes.
3.) Termination: Client shall have the right to terminate any Service or Product upon not less than thirty (30) days’ prior notice to Sidekick, provided, however, that at least five (5) business days prior to any such termination, Client shall pay to Sidekick each of the following:
a. All amounts payable by Client for Services and Products provided through the date of termination;
b. All payments made as of the date of such termination by Sidekick to one or more third parties that are the responsibility of the Client;
c. All payments that Sidekick has committed to make to one or more third parties and, despite reasonable efforts, is unable to terminate.In the event of a termination of Services, Client shall be solely responsible for transitioning all services to another service provider. Sidekick, at its sole discretion, may assist Client in transition and Client understands transition services will be billed at prevailing rates.
4.) Third Party Platforms and Services: Sidekick may, at its sole discretion, use third party platforms, services, or freelancers to deliver services to Client.
5.) Non-disclosure: Each Party acknowledges that it may receive confidential information of the other party. “Confidential Information” means business, technical, and financial information, whether in tangible form or communicated orally, of a party, which such party communicates or delivers to the other party in connection providing Services. Notwithstanding any provision in these Terms and Conditions to the contrary, “Confidential Information” shall not include any document or information which: (a) is or becomes generally known or available to the public; (b) was properly known or otherwise available to the receiving party prior to the receiving party’s receipt thereof; (c) was properly disclosed by a third party to the receiving party without restriction or breach of any agreement, license, law, rule or regulation applicable to such third party; or (d) is independently developed by the receiving party without use of any Confidential Information. A party receiving Confidential Information shall not disclose any Confidential Information of the other party to any third party nor use any Confidential Information for its benefit or for the benefit of any third party, except as expressly required to deliver Services. The receiving party shall take reasonable precautions to maintain the confidentiality of all Confidential Information, and in no case shall take less than commercially reasonable precautions. Upon request, for any reason, each party, at the election of the disclosing party, shall immediately return or destroy all Confidential Information of the other party within its possession or control.
6.) Limitation of Warranties and Remedies: EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THIS TERMS OR ANY SOW, IF ANY, SIDEKICK MAKES NO WARRANTIES TO CLIENT. ALL SERVICES AND MATERIALS ARE PROVIDED BY LWC ON AN “AS IS” “WHERE IS” BASIS. SIDEKICK HEREBY EXPRESSLY DISCLAIMS (I) ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, (II) ALL WARRANTIES THAT ANY SERVICE WILL BE ERROR-FREE, AND (III) ANY AND ALL WARRANTIES REGARDING THE PRIVACY OF CLIENT’S WEBSITE(S) AND STORED DATA.NOTWITHSTANDING ANY PROVISION HEREIN TO THE CONTRARY, SIDEKICK SHALL HAVE NO OBLIGATION TO CLIENT FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES, LOST PROFITS, EXEMPLARY DAMAGES, OR PUNITIVE DAMAGES IN CONNECTION ANY SERVICES, PRODUCTS OR MATERIALS. SIDEKICK’S LIABILITY FOR DAMAGES OR LOSSES OF ANY KIND ARISING OUT OF ITS FURNISHING SERVICES AND/OR MATERIALS SHALL IN NO EVENT EXCEED THE PAYMENTS, IF ANY, WITHIN A THIRTY-DAY LOOKBACK PERIOD.
7.) Warranty: All services are provided “as is” and Sidekick expressly disclaims any and all other warranties of any kind or nature whether express, implied or statutory, including but not limited to: implied warranties of merchantability, fitness for a particular purpose, noninfringement, design or suitability, or quality of service. With respect to the project or any goods, services or other materials delivered by Sidekick, Sidekick does not guarantee in any way that the results of any advice, analysis or reports it produces are accurate. No warranties shall arise under these terms and conditions from course of dealing or usage of trade.
8.) Indemnification: Client shall indemnify, defend and hold harmless Sidekick and its officers, directors, employees, agents, and representatives for any and all losses, costs, damages, liabilities, claims, injuries, and expenses (including without limitation reasonable attorneys’ fees) for matters asserted by any third party arising with respect to the Services. Sidekick shall indemnify, defend and hold harmless Client and its officers, directors, employees, agents, members, managers, and representatives for any and all losses, costs, damages, liabilities, claims, injuries, and expenses (including without limitation reasonable attorneys’ fees) for matters asserted by any third party arising with respect to the Services.
9.) Governing Law and Venue: These Terms and Conditions shall be governed by and construed in accordance with, the laws of the State of Colorado, without giving effect to procedural rules or legal principles regarding conflicts of laws.
10.) Entire Agreement: These Terms and Conditions constitute the entire agreement between the parties, and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Client purchase order or in any other Client order documentation shall be incorporated into or form any part of these Terms and Conditions, and all such terms or conditions shall be null and void. If any provision of these Terms and Conditions is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable.